Rise of Ultro
by raydark182
Summary: How does one's life change so quickly? How does ordinary Tyson Martinez get turned into one of the newest students at Avenger Academy? (I do not own any of the offical Marvel Characters, items, locations, teams, and species. Except for a few). (Idea of New Sythetic-Organic DNA is thanks to Bioware's Mass Effect 3).
1. Ultro 1- Birth of Ultro

**Hello everyone this is my first official Marvel story involving a character of my idea, before reading this a few things to know. The story won't take place in the normal comic timeline, but the characters, locations, teams, and items aside from few I create. Those will be the Official property of Marvel, and I do not own any of them. Have fun and I would like some feedback. And in the words of Stan Lee "Let's begin true believers at the beginning."**

**Birth of Ultro**

**Oregon, Ontario **

**Bates State Park**

It was a bright sunny day in the mountains, the forest was alive with life, and the morning dew was just getting off. Many people were visiting the park to enjoy the calm relaxing wilderness, which included four seventeen years old that came in with a black dodge charger. The first to step out of the car was the driver Tyson Martinez, a young college student who graduated from high school earlier than his friends.

Along with Tyson were three of his closest friends, Max Tennyson, Abigail Lincoln, and Susan Strong.

"Wow, I can't believe that something like this still exists even with all the changes." Tyson said taking four backpacks out of the trunk.

"You know what they say, no better place than unspoiled nature." Max replied grabbing some of the water bottles passing them out to each of his friends.

"Great way to spend our last week of vacation before we go back to school. Especially when one of us is heading to UCLA for the next year." Abigail said chuckling.

"Come on guys we should enjoy this, it's not often one of our good friends graduates early, and is one of the good schools in LA." Susan said stretching for the hike they came for. "You know what they say, no better place than unspoiled nature." Max replied grabbing one of the water bottles that they brought for the hike. After grabbing their supplies, the group headed towards the mountain trail, and started their hike.

Beginning their steep climb the group began talking about the old days, and what plans they had for the future after they go their separate ways. Along the way most break times they spent looking at nature in all its wildness. They passed through animals, saw waterfalls, and even took pictures of strange formations along the path.

"How far up do you think we are now?" Abigail said looking down from an edge of a cliff.

"Well we can still breathe fine so we're not that far from sea level." Tyson said looking up at the mountain feeling like it was a big shadow trying to hover over him.

"Yeesh man, now I see why UCLA wants you so bad." Max replied laughing as Tyson chuckled a bit along with him. "Come on Max leave him alone, its bad enough him leaving without having to pile it on." Susan replied sighing deeply. Tyson could tell from her reaction she wasn't thrilled about him leaving, "Susan don't be sad it's not like I'll be gone forever. There's semester breaks, holidays, and I'll send email to all you guys everyday." He said reassuringly.

"I'm not worried about you staying friend with us. I'm more worried about what might happen to you, I mean with all the Super-Heroes, Villains, and these organization it just feels like you're heading into dangerous grounds" Susan said strongly making Tyson put his hand over her shoulder.

"I'll be fine, I'm not a member of The Avengers, but that doesn't mean I don't know how to watch my back. There's nothing to worry about okay?" He asked making Susan look at him, and nod with a smile.

"Well now that that's settled lets keep going on the trail...!" In that one moment the cliff underneath Abigail gave away sending down a slanted side of the mountain as she was rolling, and rolling until she stopped right next to a waterfall. "ABIGAIL!" The three yelled as they carefully slid after her, and after reaching the bottom quickly ran to check up on her.

"Let me a take a look, I'm the only one with some medical training." Max said making sure she wasn't moving, and then started looking around her body to find anything broken or cut. "Abigail are you awake?" He asked.

"Been better.."

"Try not to move, do you feel any numbness anywhere on you? Anything like it might be really hurting?" He continued asking as he them found some deep cuts on her back and thigh region. "Tyson medical kit." Max said as Tyson dug around in his pack, and pulled out the kit. After a few minutes cleaning the wounds, and wrapping them with bandages they helped her up slowly to a nearby cave behind the falls.

An hour passed after the accident as the group had called for a helicopter evacuation for Abigail, but it would arrive in an hour and a half. They kept constant watch on their friend making sure she was comfortable.

"How long has it been?" Susan asked yawing.

"Bout twenty minutes since we called, all we can do is wait for this evac. How you feeling Abigail?" Max asked putting support for her body,

"Little bit better, I'm sorry I ruined our trip. If I hadn't been on that stupid cliff.." She replied eating an orange slice to keep her strength up.

"Don't worry about it, what matters more is that you're safe." Tyson said smiling at her, but out of nowhere average size rock fell from the roof of the cave hitting Tyson on the head. "Ow! Son of a... What the hell? Max give me a flashlight." he asked grabbing the flashlight, and shining it brightly on the roof of the cave.

"What are you looking at?" Max asked looking up along with Susan, and what they saw left a shocked look on their faces. "Is that a water pipe?"

"I thought this park was a national reserve, so why is there a water pipe... That leads right into the cave." Susan said as Tyson followed the pipe with his flashlight. "There's something weird going on here, I'm gonna take a look at this." Tyson said grabbing a bottle of water, and was about to head out but not before Max grabbed his hand.

"You better not be serious dude! If there's a water pipe here in an abandon cave then that's a sign that we shouldn't even be here!" Max yelled grabbing his hand, and pulling him away. "Look whatever is here could be dangerous, and I don't want any of us or anyone else getting hurt. I'm going." Tyson said pulling his arm back and walking deeper into the cave.

A while passed with Tyson wondering in the dark thinking about how the day started out so well, but now he was fighting with his best friends, waiting in a cave for help, and now he walks to something that might be dangerous. Tyson knew that any situation, no matter how dangerous or frightening, would always make him want to fight for what's right.

After what seemed like an eternity he finally arrived towards a cavern filled to the brim with science equipment. Tyson looked at the gear realizing that it was recently used, but abandoned with everything destroyed. "What kind of person would just wreck all his stuff?" He asked himself looking around the wreckage for anything useful.

In his search he found a table with mechanical hands and needle's still filled with a strange silvery liquid. "What the hell?" Walking up to the only computer still in one piece, he looked around for the on switch.

Pressing on the keypads at random accidentally activated it causing the robot arms to grab him, and force him down right on the table. "**Subject Zero; first human test subject for infusion with experimental nanite technology to break bonds of organic with synthetic tissue. Testing initiated.**" The computer said as it began the procedure.

"No wait stop! STOP!" Tyson yelled struggling to get out, but found himself with steel restraints on both his arms and legs.

The machine proclaimed as the robotic arms came down on Tyson injecting the metal liquid right into Tyson's blood stream, and after the injection only silence came after with Tyson passing out.


	2. Ultro 2- Tragic Loss

**Chapter 2**

**Tragic Loss**

_Last issue Tyson and his friends had gone to the mountains for one last group trip, but after a rock slide. Afterwords as the group now awaits evacuation from a medical helicopter. While waiting for the helicopter Tyson saw a strange water pipe, which he followed, and it led to a secret laboratory, which activated, and injected something into his blood stream._

**Now**

"**Injection complete locating power source for synthesis; error power supply limited must find alternate source of power**" The computer said as Tyson's body appeared on the screen with the silver liquid coursing through his veins. On the screen the nanites went onscreen as they activated, and began to travel through his entire body. "**A****lternative found, fusion with Organic substance will allow function, error organic refusing control of the hive mind. Solution meld intelligence with all nanites to create two new AI's for Subject Zero, purpose; control of host.**"

Out of nowhere another injection went in on the same spot making the nanites hurry their transformation on Tyson. "**Fusion successful, estimated time of final transformation and reboot; 24 hours. Final goal: Locate Master Ultro and show him success of experimental nanites**" Was the last thing the computer said before shutting down, and releasing the restraints on Tyson.

Thirty minutes passed with Tyson still on the table, but in the inside of his pants one of his legs was slowly glowing white as it was moving up from his ankle to his knee. "Tyson! You okay bro?!" Max's voice yelled bringing Tyson out of his nap. He got up grogingly trying with all his might not to throw up making his way to where he came in.

"Tyson?! You still alive here bro?"

"Will you stop yelling damn it? I'm right here." Tyson replied making his way to max while at the same time holding on to the side of the cave.

"Hey you okay man? It's been over half an hour since you left." Max said looking at his friend, and realizing something had happened.

"Everything alright?"

"I..I don't know... Can't remember what happened... Head hurting..." was all Tyson could say as he struggled to stay up.

"Oh man, I knew I should have followed you. Come on the helicopter's coming in five minutes we'll have the doc check out whatever happened to you." Max said helping his friend by letting him lean on him. The two eventually made their way back to camp right when the helicopter arrived, and loaded both Abigail and Tyson. Max and Susan stayed behind to take Tyson's car back to his house.

**In the Hospital room**

"**Optic system on-line, but still having trouble finding someway to control our new vessel..**" A digital male voice said inside Tyson's mind.

"**System's are still loading, but at five pm tomorrow we will begin our journey to reunite with our Father.**" A digital female voice now said as suddenly Tyson woke up in a rush with sweat running down his face. "Hello? Is anyone there?" He asked looking around at his surroundings, then realized that he was awake in his own hospital room.

"What the hell happened to me?" Tyson asked himself pressing the button to call the nurse.

"Yes?"

"Um how exactly did I get here?"

"After the paramedics came to pick up your friend, you looked like something was infecting your systems so they brought you in as well to run some tests, and keep you under observation." She replied holding his chart.

"And...?"

"According to the doctor nothing was wrong with you, but they decided to keep you here till you woke up and were okay." Tyson looked at the spots where the machine injected the liquid, but found them healed and looking normal.

"Um yeah I think I'm ready to go."

"Alright, your clothes are in the closet just let me get your release papers and insurance information." The nurse said walking out of the room leaving Tyson confused wondering if what he went through was real or just a dream from the rock that slammed him on the head.

_"Well either way it's over. Before I leave better go check to make sure Abigail is really okay." _He said in his mind putting on his clothes, and waiting for the release papers to arrive. After filling out the forms he went down the elevator to the third floor where he was told that his friend Abigail was staying in, and after looking through most of the rooms he found her along with her parents and two close friends.

"Tyson, you're awake." Susan said going up to him, and giving him a hug.

"How you feeling bro?" Max asked shaking his hand.

"Been better, how are you feeling Abigail?"

"Aside from the throbbing pain in my ankles, the concussion from the fall, and finding out the guy who helped me was in the hospital I feel great" Abigail sarcastically replied looking angrily at Tyson who looked away with guilt.

"I'm sorry... I didn't mean anything by it. I was sick with worry when they put in the same helicopter as me, but it really looked like you we're gonna die".

Tyson looked at his friend, and smiled as he grabbed her hand looking at her with a smile. "We'll you won't have to worry about me I promise...ow..". Tyson felt a sharp pain right in his head almost making him pass out.

"You okay?" They asked looking at Tyson who sat down on one of the empty chairs. "Yeah it's just a little pain from that rock that hit me on the head."

"Well I better get you home your parents must be worried sick." Max said grabbing the keys to his car as Susan helped Tyson stand up.

"Hope you feel better Tyson."

"Likewise Abigail" the trio said their good-byes as they went down the elevator to the parking lot getting into Max's BMW with Susan in the front and Tyson in the back as they drove off.

The trio was on the highway heading back to their hometown listening to the radio, and enjoying the clear road. However, Tyson was sleeping in the back trying to get some shut eye after everything that happened to him.

"**Update: energy readings at 50 percent,and installation with body functions have gone smoothly.**"

"**Indeed. However, it still seems that the vessel's bodily is acting strangely with our programming...**" Tyson woke up in a cold sweat trying to regain his composure. He was panting heavily looking at his arms as they were shaking like crazy.

"Tyson you alright?" Susan asked turning back in her seat.

" I.. I don't know. Ever since we got back from the hike I've been feeling weird, and I don't know. I'm sorry." Tyson said leaning back into his seat.

"hey bro don't worry so much been through thick and thin, but we'll always have each others back." Max said smiling.

Tyson saw his two friends, and smiled but in actuality he knew something was wrong with him, and knew couldn't get his friends involved. It began to rain as they arrived at Tyson's house, and Tyson entered alone.

"Oh honey are you okay?" A female voice said as Tyson saw his mom, Anna Martinez, and his father, George Martinez walking down the stairs in their sleeping clothes.

"We heard what happened to Abigail, but we didn't understand why you were hospital" Anna asked hugging her son as they sat down in the living room. Tyson leaned back on the couch trying to figure out what to tell his parents.

"They just wanted me to stay over night to make sure I didn't get a concussion for anything. Sorry for making you worry..." Tyson began, but was stopped when his dad sat next to him.

"Well all that matters is that your safe. I hope everything turns okay when you leave for college tomorrow" George said making Tyson mentally slap himself. _That's right after the trip I was suppose to leave, and now after everything that's happened I'm leaving"_ Tyson said groaning as he went upstairs to get some sleep.

**Next Morning**

In his dreams Tyson was floating in what seemed like a realm of stars and galaxies as two giant beings appeared in front of him. They shrunk down to his size, and started to wrap their hands around his neck. He could feel his slice slipping away, until he woke up panting heavily drowned in a pool of sweat.

His eyes quickly adjusted to the light that shined in his room.

"Man it seems like these dreams are getting worst and worst." He said getting out of bed, and checking the time till he was flying out of his home. Tyson walked into the bathroom wanting to get ready, but stopped immediately when he looked at himself in the mirror.

His body wasn't the fit solider type, but did regular exercise to keep in shape and stay healthy. Now his entire body went from regular to body build as his shoulders grown, muscles increased, and even big changes down south.

"Man something strange is happening to me, but maybe when I get out to the city it might clear my head." Tyson told himself as he took a quick shower, and headed downstairs which he found interesting as he found his father cooking in the kitchen.

"Mom's having trouble with her condition?" Tyson asked grabbing a plate, and adding some food to it.

"Yep got to pick up her medication for today, and hopefully I'll make it back in time to see you off.." George regrettably said finishing the cooking as he went to grab his keys, but stopped and turned to his son.

"Listen when you get back I want to have a man-to-man conversation with you." He said as Tyson looked at his father and nodded.

After breakfast Tyson got into his car, and began driving to the post office in order to finalize his passport. Before heading there he went to visit Abigail one last time, however as he got to the front desk..."Hi I'm here to see Abigail Lincoln.." He could sense something was wrong.

"I'm afraid I have some bad news... Miss Abigail passed away llast night..." Tyson stood there with shock in his face. In his mind all he could see was her smiling face telling him that everything was gonna be alright.

He entered the elevator with tears in his eyes as the door opened, and he saw Susan with Max mourning the death Of their closest friend in the world.

"What happened...?" Tyson asked speaking in a low voice.

All Susan can do at that moment was cry with Max holding her tightly, "The doctor told us that they had not found anything wrong with her until something happened to her. It happened after you left, and they found a strange substance on her hand that poisoned her, and it killed her..." Max said looking at Tyson who began to tremble from the news he heard.

"_It was me... My fault... I touched her hand... And now... She's dead..._" The shock of the fact came crashing down as Tyson began to feel strange. He felt something changing as pain shot all liver making him fall over, and yell grabbing the attention of the nurses that were on the floor.

"Tyson what's wrong?!" Susan and Max asked teriffied As Tysoaww as on his knees shaking. Suddenly out of nowhere sliver liquid erupted from his hand as it quickly solidified fusing with his hand.

"**80 percent energy active, initiating final control sequence.**" The voice said, now Tyson along with his friends could hear. Tyson couldn't control his hand as the liquid turned into a blaster, and shot a giant hole in the hospital. Tyson's body then began running right to the hole as suddenly more of the liquid erupted from his feet a creating boosters that propelled him into the sky.

"Why... What are you and why are you doing this to me.." Tyson asked as he landed right in front of his house with half of his body covered in armor.

"**We have almost completed the full transformation, and yet you still defy us. So in order for our final ascension we must break you, and to do this blood must be spilled...**" The female voice said as Tyson's body blasted a hole in the door and entered the house.

"Tyson what's happening here?!" Anna yelled as she and her husband looked at their boy who's body was now almost all armor except for half of his face.

"You need to run away now! I'm not in control of myself, and whatever this thing is wants to kill you!" Tyson yelled struggling to stay away from his mother.

His father pushed his wife to the back as Tyson was forced to create a blade from the liquid. "Please don't make me do this!" Tyson begged as tears poured down his only clear eye.

"**We will obtain perfection!**" The two voices now said in union for they forced Tyson to pull the blade back getting ready to stab George.

Tyson struggled with all his might, but no matter what he did he couldn't break the control .

"Tyson, son it's okay. I know this isn't you, and I know you don't mean to hurt me. And if it means killing me to save you, then go ahead. I know you'll find someway to control this thing, and when you do promise me you'll use this power to protect those close to you. I love you son, and I'm proud of you." George said before being stabbed by Tyson who cried like there was no tomorrow.

In his last moments George went to his son moving up the blade, and gave him one last hug before passing away. Blood was all over Tyson as he retracted the blade, and fell to his knees looking down at his father who smiled even after death.

"AHHHHHHHHHHHHHHHHHHHHHHH!" Was spun last agonizing noise that came out of Tyson's mouth before the full armor covered his entire body. The metallic being, now in full control of Tyson Martinez looked at Anna who was cowering in the corner, and the blasted off making a hole in the roof.


	3. Ultron 3 - Creation meets Creator

**Chapter 3**

**Creation meets Creator**

_Last Issue:"AHHHHHHHHHHHHHHHHHHHHHHH!" was the last agonizing noise that came out of Tyson's mouth before the full armor covered his entire body. The metallic being, now in full control of Tyson Martinez looked at Anna who was cowering in the corner, and the blasted off making a hole in the roof._

******Four Weeks Later**

**New York City, Stark Tower:Museum of Tony Stark**

It was yet another busy day at the museum of Tony Stark as many of his biggest fans lined up for miles to see everything that Tony Stark was, has been, and will be. Amongst the crowed was Tyson Martinez, still under the control of Ultron's AI's, was wearing sunglasses to keep himself from being noticed. In his mind, both AI's could see what Tyson saw as they were looking around the city.

"**Sister why do we waste our time in this filthy organic-populated city, shall we not go and find our father?**" The male voice asked.

"**We must be patient brother, while we may have the schematics to the teleporter father had installed with us. This meat-vessel cannot withstand the threshold of space, and if he goes offline so do we**" She replied as Tyson's body paid for admission into the Museum, and began looking at the exhibits carefully without drawing attention.

"**So if that is the case, why do we not just dump this meat-vessel somewhere, and find ourselves a vessel that has more promise than this?**"

"**If it were that easy, this vessel is bound with us permanently, and it pains me to admit but without it we will not last one second. We are only here to find... This...**"

Tyson stopped right in front of the hall of Armor, a show that held replica's of Tony's Armor from when he first became Iron man to the last one before he was given the abilities of Extremis. Looking through the armor they arrived at the modified Space-Armor that Tony built, and was the first successful one to travel, and survive in deep space travel with it for about an hour. After scanning the replica Tyson exited the building then entered a cab as he told the driver to head towards the docks.

**The Docks**

**10:00pm**

It was now night-time as Tyson's body exited a cab, and made his way towards one of the abandon warehouses. Out of nowhere a mugger came from behind holding a knife to his neck. "Don't you know it's dangerous here at night kid? Now before I gut you like a fish you're gonna give me all your money and no sudden...GAAA!"

The criminal cried out as he dropped the knife from Tyson's neck, which drew blood but immediately healed. His armor made sharp blades from his back stabbing the thug. Out of nowhere tears began forming from Tyson's eyes, but no sound came out of his mouth as he simply looked at the dead criminal with tears dropping as he continued moving to the warehouse.

"**Why does this vessel continue to resist us the fluid from its eyes was not our doing.**" The male AI said making Tyson open the door as he went inside, and opened a hologram of Tony Stark's space armor in front of him.

"**Although we have control of the physical platform, the mental platform was cast away in his subconscious mind, but even so this human's defiance is becoming a problem. We must finish our device now.**" The female said as Tyson's eyes shot out a light that began to scan the hologram of Tony's armor. After a few minutes the same liquid from before poured out from Tyson beginning to meld with his body. The template became the space armor, but after it hardened the armor changed in some reasons modifying, and improving on the armor.

"**Armor systems online, calculating interface, oxygen tank at 100 percent, all systems armed and ready**" They both spoke out loud moving Tyson's lips as the armor took the form of Iron man, but the helmet was a similar design of Ultron. The armored person then began to put the last touches on the teleporter they had created through some of the saved material Ultron stored in that particular warehouse.

"**Finally one of the few last pieces of Vibranium to complete the energy core.**" They said inserting the rock into the power core, and when they activated the satellite connected to the machine, began searching for Ultron's secret energy signal able to travel far distances. After what seemed like hours the computer finally located Ultron on what the scanners saw as a moving ship or platform, but the two AI's knew that it was definitely their fathers signal.

After arming the warehouse with charged explosives, Tyson stood right on the platform as a hologram interface came right in front of him. He pressed a few buttons disappearing as then the timers ended blowing up the warehouse with everything inside of it.

**Phalanx Star-ship**

The crew of the ship was simply doing their normal routine, but right out of nowhere an energy spike emerged as a beam of light entered the ship right in the control center. After the light dimmed the Phalanx readied for battle as Tyson in his armored form was standing there. Many of the aliens were screeching at him as if asking why he was on their ship, but immediately stopped when they heard heavy footsteps coming towards them.

They moved out-of-the-way making a straight way for their king, Ultron.

"**Human, why have you come to my ship alone?**" Ultron asked walking right up to Tyson who said nothing, but at that moment he kneeled down before Ultron.

"**Father, we meet at last...**" Two voices said at the same time as they jacked right into Ultron sharing information, and after a few seconds they disconnected standing up looking at their father.

"**Internal scans show an organic substance within the armor, a meat-bag...**" Ultron replied making the other Phalanx charge their weapons at the intruder. "**Our vessel is organic yes, but it only acts as a storage for our true intelligence. The synthesis project you tried to start on Earth, but was left to collect dust when you went to fight against The Avenger's too soon.**" The male voice said as a metal coil went to Ultron.

"**See what we have experienced father..**" The female voice now said as Ultron entered the coil through the back of his head.

In that instant all the memories that they had collected from Tyson, along with the results of the formula used to create them came flooding into Ultron. It was a few seconds later when they disconnected, and stood up waiting for their father's respond.

"**I see... The solution to exceed both Organic and Synthetic lies within you're vessels DNA... So what is it that you wish for in return of this new information?**"

"**What we wish for ourselves is to complete our programming, and to join your cause to rule over all.**"

Ultron stood there glaring at his off-spring, and knew one of two things would happen; like everything else he created they will turn on him and attempt to eradicate him. Or his off-spring will advance beyond him, and attempt to usurp themselves as the new rulers of the Phalanx to take the universe for themselves.

"**Very well, to make sure full succession of my reign you will become my solution to my rule.**" Ultron said putting his hand on Tyson's shoulder. A beeping rang out making much of the Phalanx arm their weapons once more. "**The oxygen keeping our vessel alive is gone, and it seems that the armor is starting to break apart.**"

Ultron took an initial scan of Tyson trying to figure out what he could do, and knew that before he could send his children to fight they would need new powers. "**The form you chose to arrive in was acceptable, but now you must evolve to gain the strength needed to carry out my will. Come with me..**"

After an hour of setting up equipment Ultron was in the laboratory with Tyson, now in his human form, with an air mark lying down on a melding table with Ultron adding another greyish liquid in a vat. "**What will you do to us Father?**" The female asked using Tyson's mouth to speak.

"**Scans show that you have the control to adapt armor like Tony Stark's Extremis, except you adapt and evolve what you merge with. This vat contains liquid secondary-Adamantium with Vibranium mixture, and when poured your vessel will instantly adapt the material into a new shape that I will sent into your systems.**" Ultron said putting the last touches on the procedure.

The Phalanx activated the laches that bound Tyson to the table to make sure he wouldn't move.

"**The procedure will not damage us right Father?**" The male voice now said looking at Ultron.

"**It will be relatively painful, but surely my off-spring can handle it. To ensure proper molding enter stasis till activation code is sent.**" Ultron said as Tyson's body nodded. He slowly started to close his eyes, and in no time he was asleep breathing through the tube.

The Phalanx began the procedure while Ultron left to return to the command center, while walking one of the Phalanx began screeching something to Ultron who sat down on his chair.

"**I do not trust my so-called children even for a moment, however the DNA from their vessel is the last key to completing my formula to ascend my being. This improvement is simply an illusion to make sure they stay loyal, and afterwords I will send them to battle The Avenger's. Should they succeed then I will reward them with a swift end, and if not then I will have lost nothing.**" Ultron said as they began flying to Earth.

The Phalanx scientist were monitoring Tyson's vital signs as his body continued to sleep, however in his mind Tyson's consciousness was still locked away with the two AI's looking at him.

"**Why do you continue to struggle human? There is no point in trying..**"The male AI said looking at Tyson's consciousness.

"I'm not resting till I get my body back, do you really think that Ultron is doing this from the kindness of his cold heart? He doesn't care about you he's just using you to further his plans. And when he's done with you we'll all be dead, please end this now." Tyson said pleading with the AI's.

"**You lie! Our father created us to make sure we would rule as a family, and nothing you can say human will convince us otherwise!**" The female AI yelled making Tyson disappear.

**Earth  
1 month later**

The Phalanx star-ship was hidden on the dark side of the moon hiding from S.W.O.R.D locaters preparing for teleportation of one special person.

Ultron was setting up coordinates for teleportation when the doors opened, and saw the newly developed armor of Tyson. The suit was of similar design to Ultron's Phalanx armor except, the torso was the bottom of the torso was more bulked, and his helmet only showed two eyes instead of six with a human-based design.

"**How is the suit's performance and ability show?**" Ultron asked as the body handed Ultron charts of the training he had done with the Phalanx.

"**Reports show tremendous results Father, and we are ready to begin our mission.**" The male AI replied looking at the Earth.

Ultron turned to his child as he jacked in a coil on the back of his head uploading the files of each Avengers member he has ever faced, including some other people not on the roster.

"**Now, you have your goal: Defeat The Avenger's, and bring me the listed material to me in perfect condition. Do not fail me or you will share the same fate as Alkhema**" Ultron threatened as the being bowed, and went to the teleporter room to begin his mission.

**New York**

The streets of New York were full as always with many normal people heading to their normal lives, and unknown to them Tyson walked with the crowd as if all was normal. He moved out of the crowd as he began walking right towards time square, looking around he was assessing what would be the most likely target to draw out the Avengers.

"**Can we just pick one already? Father wants these so-called "Earth's Mightest Heroes" ended once and for all**" The female AI said impatiently.

"**What troubles you sister? Was it what the meat bag told us?**" The male AI said finally choosing the Time Square as the perfect spot as he entered a dark alley to change into his armor.

"**Forget it, we must complete our mission now**" She said as Tyson's body flew up into the air where many of the new-yorker'slooked up thinking one of the heroes was flying above them. However, their expression of joy soon became that of fear when Tyson shot down a charged shot of energy destroying a large chunk of the area.

People began running in fear as Tyson continued his assault shooting energy bombs over in different areas, but only in remote areas with no human contact.

"**How is this happening, our navagation systems are being scrambled?!**"

"**The human has broken free, and is attempting to...**"

"Avengers Assemble!"

**_BAM!_**

Tyson was hit down hard into the ground by a hammer as he easily got back up, and looked to find that The Avenger's who finally arrived with Captain America leading them. The members included Black Panther, Hawkeye, Red-Hulk, Iron Man, Black Widow, Quake, Vision, Thor, and Spider-Woman.

"**We were wondering how long it would take for you to arrive Captain America, and we must say it's truly a pleasure that we would be the ones to end your existence this day.**" Both voices now said cracking Tyson's neck.

"Tony, what can you get about this guy?" Cap said standing at attention making sure he wouldn't make any sudden movements.

Iron Man flew up right above the enemy using his scanners to pick up anything useful about his opponent, "It's not exactly an Android I can sense a human heat signature, but there's no brain waves detected. Whoever's inside doesn't have any knowledge what he's doing Cap."

"Whoever is inside isn't controlling this suit? Then how in the hell did the guy do all this damage?" Hawkeye asked keeping his arrow right on Tyson.

"**Doesn't matter, I'm gonna smash him!**" Hulk roared as he jumped right to Tyson with a double-fisted slam, but shocking Tyson took the attack making even the hulk gasp.

"**General Thunderbolt Ross, ****truly we must say it's a shame that we face a mere-imitation of the hulk. The original is always better.**" They said punching the Hulk at rapid speed in the stomach, and then one powerful uppercut sending Red-Hulk flying into a nearby building.

"Impossible, that sound just now was Vibranium!" Panther said as he ran right to Tyson, and brought out his staff to attack him. Dodging every attack he quickly grabbed Panther's arm twisting it behind his back before lifting him up into the air. "**Black Panther T'Challa, without your precious Vibranium all you are is a panther with no claws.**" They replied throwing him to Black Widow who tried to attack from behind.

Tyson was then blasted right into one of the now empty buildings by Tony's repulser cannon making the building collapse right on him.

"**That'll show him**" Iron Man said smiling underneath his armor. "**Show who exactly Tony Stark?**"

_**SLASH!**_

Tony backed up a bit with his repulsar sword in hand as it was dripping blood, and there stood Tyson with his skin exposed as his chest was bleeding from the blade wound. **"That stupid human!**" The AI's yelled as the armor closed around the wound, and made the body fly right into Tony crashing into another of the buildings.

"Vision, Spider-Woman, Hawkeye, Quake! Surround the area and when he shows his face take him out, Thor you and me are gonna get the rest of these people to safety." Cap said as the team went into their positions

All that could be heard in the rubble was the sounds of punches and kicks hitting metal, but it stopped for a few seconds as Tony shot out flying right into the ground tearing up the road. "**The human is trying to kill himself, we must end this now!**" Tyson came out making the team take a shot at him, bringing the building right down on top of him.

Right then and there hulk came back flying right into the rubble smashing it down right into the subway tunnels.

"Hulk get out now, Quake bury his ass now!" Spider-Woman yelled as Quake used her powers to bring the part of the road above Tyson right on top of Tyson.

"That ought to do it..."

_**BOOM!**_

The part of the ground the team was on exploded sending many of the members flying except for Vision and Hulk, and out of the crater size hole was Tyson with not even a scratch on the armor. "**My Vibranium-Adamantium armor is as strong as the entire team joined together, you will not take us out that easily!**" The Ai's yelled arming their cannons at them, but hurt and sent flying by Cap's shield as it bounced back to its owner.

"My shield has Vibranium-Uru alloy, still think we can't take you down easily?!" Cap yelled as Tyson got up, and was hit by powerful lightning bolts from Thor who when gripped his hammer with both hands, and dropped down on Tyson slamming it against his armor.

The result was a powerful shock-wave breaking most of the mirrors in the area along with the team sent flying getting up slowly.

Tyson armor didn't break except his arm from the block he did on Thor's hammer. Looking around he saw Thor's Hammer and walked towards it. When he got there the AI's took his only hand, and wrapped it around Thor's hammer. "Thou art a fool, no one other than the prince of Asgard may wield mjolnir Machine." Thor said struggling to get up.

The AI's looked at the hammer then began to try to lift it from its spot, and in a struggle he began to lift it but found it struggling to keep it up. "Odin's beard, how is this possible?" Thor asked himself confused as Tyson hit Thor hard hammer.

"**We are the vanguard of our Ultron Asgardian, and we will bring the universe to its knees with our Father!**" They said as the hammer was about to strike again, but dropped it when Vision flew right into Tyson slamming him into the ground.

"**Hello brother, enjoying the end of your allies as we speak?**" The male AI asked looking into Vision's eyes.

"**Whatever our Father promised you was false, all Ultron cares for is death of all, and when he achieves it you will not matter to him!**" Vision said punching his brother to talk some sense into him, be failed when he flew right into Hulk crashing them both into another building.

The AI's grew impatient as they realized sooner or later The Avengers would defeat them.

The team was back on their feet as they approached Tyson, realizing that there was little room for an attack the AI's decided to find another way to end the Avengers. Suddenly all that could be heard was the screaming wails of a new-born baby as Tyson used his locator, and found it with the mother. He blasted off away from the Avengers as he arrived right in front of a mother with a broken leg holding her baby in blankets.

"Please...Please don't hurt me or my baby I'm begging you..." The woman said with tears running down her face holding her baby close.

The body simply stood there before arming his arm cannon aiming it at the mother, "**Rejoice organic, you and your off-spring will be the stepping-stones to the great rule of Ultron...!**" Out of nowhere the body was now struggling with itself moving away from the Mother. The Avengers caught up with him, but only looked at their opponent trying to figure out what was wrong with him, "Don't worry ma'am we'll get you to safety. Hulk!" Cap said as the Red-Hulk picked up the woman and child then jumped heading to a shelter for safety.

"Stark what's up with this guy?" Black Widow asked looking at the person acting as if someone inside was struggling to get out.

"Tony what's up with him?" Cap asked as Tony did another internal scan to figure out what was going on, and what he saw made him hopeful.

"**Cap, I'm picking up a separate pattern of brain waves in the armor I think the vessel they had under control is starting to wake up, and fighting back against the AI's in his brain.**" Tony said as the struggling was over.

"Avengers you have to hit me with everything you got!" Tyson now said back in control of his body as he kept on struggiling to stay in control.

"What, but if we do that..."

"Please you have to kill me in order to put a stop to this! I can open up the armor for one split second, and give you the opening to finish me off! I don't want to hurt anyone else please!" Tyson yelled out as the armor began fighting back, but he managed to gain control of it.

At that moment the Avengers turned to Captain American who had the look of uncertainty on his face. "Avengers, ready on my signal.." Cap said as Tyson struggled and struggled until finally his armor was complete off.

"NOW!"

The entire team attacked Tyson giving it everything they got until Cap gave the signal to stop before letting Thor attack from above, "FOR MIDGARD!" He yelled sending one big bolt of lightining right on top of him ending the attack once and for all.

All there was around that area was charred and smashed, and as the smoke cleared the only thing there in the rubble was Tyson burned to a crisp as his shirt was burned off, and he still stood there before falling over.


	4. Ultron 4 - New Addition

_**Last Issue**: All there was around that area now broken and smashed, and as the smoke cleared the only thing there in the rubble was Tyson burned to a crisp as his shirt was in ashes, and he still stood there before falling over._

**Chapter 4**

**New Addition**

**Time Square, New York**

All that could be heard at that one time was the soft wind blowing through the empty streets as most of the people were now in protective shelters, and in the middle of what was once Time Square were The Avengers now standing over their enemy, Tyson Martinez, who laid there burnt and seemingly dead. They looked at the young teen with sadness, they swore to protect and avenge the actions of people who tried to destroy the world, and now the one person who needed their help the most was dead by their hands.

Captain America kneeled down looking at the boy, and saw his eyes were white as they had rolled to the back of his head. He respectfully closed them, and covered his body with a blanket nearby.

"**He was a slave to what Ultron had done to him, and in his last moments of life he became a hero who willingly sacrificed himself for the greater good. Truly it was a bitter loss of a good life**." The Vision said looking at his brother.

"We'll make sure that people will know his name, whatever he was before Ultron grabbed a hold of him." Iron Man said looking at the teen. Suddenly a beep came right into his visor, then another, and another before it became a steady heart beat. Tyson groaned a bit as the silver liquid once again surrounded his body, and wrapped him in that armor. Hawkeye prepared another arrow to shoot his head, but stopped when Tyson stopped moving.

"What is wrong with him?" Quake asked making Iron Man do an internal scan.

"**Seems that the armor is acting like one big band-aid judging by what these scans are telling me. It's drowning him in some strange liquid that is beginning to repair all the damage he had taken. Looks like he's just sleeping it off**" Iron Man said opening his helmet to show his face.

"Any ideas on what to do to him now?" Black Widow asked as Cap stood up.

"Whatever he was before, now he's someone who needs our help. Tony contact Pym to get him down here for help bringing this kid back, and the rest of us are heading to Avenger's Tower with this kid. When he wakes up we'll see what we will do with him." He said looking down at Tyson who was lying there.

**Avenger Tower**

**Medical Ward**

In one of the high-maximum security beds was Tyson, now in hospital clothing and without his armor, who was now completely healed from the burns he got from the full might of the Avengers. Although he was breathing normally the body itself was in a coma-induced form, and Tyson was still locked away in his mind. In his mind he looked around seeing a white room with emptiness, and in one second the two AI's showed up only in the digital form they were before.

"**Why...Why did our Father abandon us?**" The female one said crying as digital tears ran down her face.

"He didn't care what happens to you, to him your expendable. Now why is it that I don't have control of my body?" Tyson asked looking at them.

"**With our intelligence damaged from that attack, we have lost control of the vessel and have induced sleep until body is no longer usable**" The male said not caring about anything anymore.

"Wait so you're telling me this is how you guys want to end your lives?"

"**What else is there in our existence was only focused around our father, and now? We have nothing to confirm our existence.**"

"You're wrong, you both have each other, and you both live."

The AI's looked at Tyson struggling to break free of the control. "You two forced me to take away two of the things I loved most in this world, and in all that time I tried to find ways to kill myself off. It wasn't until I realized that their deaths wouldn't be in vain, that I would find someway to turn this power into something good. Now it's your turn; Ultron may have give you life but only you two choose how to live it, and the power he gave you doesn't define your existence. The actions you do define it. I will give you something Ultron couldn't; names" Tyson said as the two looked at him with wonder.

"Girl, you will be Zeta."

"And boy, you will be known as Beta."

The two looked at each other now with such joy on their face as they were given something more precious than any approval. "Please let me have my body back, and I promise we can work together to change the world for the better." Tyson said as his conscious slowly began to fade away.

Zeta turned to her brother who nodded as the two went to Tyson merging with his body causing a powerful light to shine waking him up from his coma.

"Where...where am I?" Tyson asked lazily slowly getting up, but realized that he was in handcuffs in a holding cell, and two people on the other side of the container were watching him. "Let me guess, this isn't the bed and breakfast on I-95?" Tyson said jokingly looking at the two Avengers, Hawkeye and Black Widow.

"Do you know where we are?" Widow asked arming her shooters.

"If two members of the Avengers are, the only logical conclusion would be Stark Tower or Avenger's Tower, am I wrong?" Tyson asked looking at his handcuffs.

"Don't be a smartass, now who are you kid?" Hawkeye asked glaring at him.

Tyson took in a deep breath as he laid his down on the pillow looking up at the ceiling, "My name is Tyson Martinez, and yes I do remember everything that happened. I was under the control of Ultron's AI's forced into committing so many crimes, and no I am me I am no longer influenced by the AI's who invaded my brain's beta-waves." Tyson said as Widow looked at him with compassion, but Hawkeye had the look of distrust on his face.

Through one of the camera's in the cell Tony Stark, Henry Pym, Reed Richards, and Steve Rogers were looking at Tyson through one of the monitor's trying to figure out if what he was saying was actually him saying it.

"Brain waves are normal, heart beat is pumping steady without any irregularities, and any body movement indicating false reaction is out. I really do believe that he's back in control of himself." Pym replied looking through police files all over the world to find identification.

"It isn't likely the boy was a ward of any states, he doesn't seem like the type who starts trouble just because he wants to." Steve said.

"What about DNA? Any hits?" Tony asked looking at Reed who was analyzing the blood he took from Tyson when he was still in a coma.

"My god... It's impossible... Pym, Tony you must see this." Reed said stretching his arm to the far corner of the room to activate the hologram projector, and when the DNA came on the two other geniuses were in shock.

Steve looked at the image, "What exactly is the problem?".

"Well Cap this is the blood of Tyson that we took out before he woke up, and now compare it to a normal human DNA strand." Reed asked putting the normal one up, and it hit Cap. Tyson's DNA looked almost digital with small pieces of tech inside the Genome structure are completely different, and it's basically impossible for that to happen."

"Ultron did say that he wanted to find a way to surpass the limitations of Organic and Synthetics, but this way actually perfects both by fusing them together. You could say the kid's powers are the perfected version of my Extremis ability without the side-effects, but still something like this isn't possible to make for at least another 80 years." Tony said running Tyson's face through the FBI database.

"Whatever the case, this needs our full attention, and we need to find out who this kid is." Pym said as the computer finally identified Tyson, "So Tyson Martinez, normal kid living with his mother and father at **Oregon, Ontario**, but why would he be in the FBI database?" Steve asked but immediately regretted it as it showed that Tyson as a missing person after someone killed his father.

"I can only think of the pain he must have felt being forced to live through that moment." Pym said putting his file away.

"So what do we do now?" Steve asked making the scientist begin wondering on what their next course of action they need to take that. Pym got up, and looked at his allies.

"Why not send him to Avengers Academy?"

The three looked at Pym as if another head grew on his neck.

"Why not? It would be better for him to find someway to control the power he has inside of him, and isn't it better than him being our enemy?"

"Even so we have no idea what Ultron put in his system, and if he really allowed himself to be captured or not." Stark replied shaking his head.

"Then again even Ultron wouldn't be capable of this, so I suggest we learn what Tyson remembers before jumping to any conclusions." Reed said as they all agreed and headed out to the ward.

After the introductions they sat around Tyson listening to everything he could remember while being under the control of Ultron's AI's, and after a while to Pym everything he said was the truth.

"So do you still feel the armor inside of you?" Reed asked.

"Yeah I can, and it's strange I've tried so many times to bring it out of me like before, but nothing." Tyson said looking at his hands with regret in his eyes, and in his mind he still sees the smiling faces of his father and Abigail.

"Well thank you for telling us this Tyson, and we wanted to let you know that Tony here will be happy to fly your mother out here to talk to her about a certain program I think you might find interesting." Steve said though Tyson wasn't paying attention, and simply nodded.

"Alright Hawkeye let him out of those cuffs."

"You sure about this Cap?" Hawkeye asked as he swiped his I.D card on the cuffs unlocking them from his wrists.

With the cuffs off Tyson rubbed his wrists from the irritation that the cuffs caused on his skin.

"He won't cause us any trouble, alright everyone let's let the kid have his rest." Steve said as everyone walked out of the room except for Tyson who laid back down to bed, and covered himself with the sheets.

**Three Days Later**

**Avenger's Tower,**

The following days took a turn for the strange as Tyson's body began to develop more and more on its own. The blood in his body began glowing white along with his eyes, his intelligence shot up to Reed Richard's level, his body became more physically developed with no fat or hair on his body anymore, and every wound along with scars were completely healed away.

After being examined Reed discharged him from the ward, and was given new clothes which included new sunglasses to keep his glowing eyes from exposure, short Nike shirt with a long jacket, fitting jean pants, and finally Nike shoes for comfort. They allowed him to say in one of the vacant rooms until his mother came to see him. It was early in the morning when Tyson was sitting in the Conference room shaking his leg with fear as his mother had finally arrived in New York, and was on her way to Avengers Tower.

"Yessh kid you're making me nervous, just take a chill pill." Hawkeye said reading a magazine in his normal attire.

"Come on Clint lay off him, he has every right to act nervous." Black Widow replied in her normal attire as well.

All that was running through Tyson's mind was "_How will she see me now? Will she ever forgive me for the sins and pain I caused her? Will she ever love me again?_" was all that Tyson could think of.

The knock at the door made his heart skip one beat as Natasha went to open it, "Hi, yes he is right in here." She said before opening the door, and letting his mother enter. At that moment when she saw her son all she could do was cry, and run towards him giving him one of the hardest hugs she ever gave.

"My baby... you're alive..."

"How?! How after everything that I did?! All the lives I destroyed, including Abigail's and Dad's can you still call me your son?!" Tyson yelled breaking down in tears. All Anna could do was give her child a kiss on the cheek and wipe the tears away, "I never blamed you for what happened to your father, and I know you never meant to hurt either of them. I raised you since you were a baby in my stomach, and I know that in your heart you are good okay?" She asked smiling at Tyson who nodded wiping the tears away.

After a few seconds another knock came on the door, and when opened Tony Stark, and Henry Pym came in smiling.

"Forgive us for interrupting, Ms. Martinez I am Henry Pym, and this is my friend Mr. Tony Stark. Pleasure to meet you." He said as she shook his hand, and all four sat down on the table.

"I thank you for finding my boy, but something tells me there's more to this than I thought." Anna said holding Tyson's hand.

"I'm afraid so, you see ma'am; Now more than ever your son poses a threat to not only the people around him, but to everyone on the planet should his powers run wild again." Tony said showing her the footage of his fight against the Avengers.

"You're going to lock up my son?" Anna replied angrily.

"No no, at the moment he is potentially dangerous, but it can change if you agree to have your son be part of a special program we call "Avengers Academy"." Pym said showing her the flyer. "You see our jobs as Heros is to keep the peace, and protect those who can't themselves. That's why we decided to help young people control their powers so they don't end up becoming the Avengers newest enemy." Stark said showing a slide show of the students, teachers, and where Tyson would be at.

"Legally he is only seventeen years old still a minor by state standard so we need your approval for this, and we understand that he has also graduated high-school earlier than anyone in his grade. He would be part of the full-time student body in that case, and would be able to focus more on his training." Pym said as Anna continued looking over it.

She put down the flyer and turned to Tyson still looking at his hands, "What do you think Tyson? Do you think this might be good for you right now?" Tyson looked at him mom then at the two Avengers.

He took in a deep breath remembering everything that happened, and finally took off his shades revealing his white colored eyes. "Sign me up."

**Thanks to those who have been reading this, if you guys have any comments or reviews I'd really like to hear them.**


	5. Ultro 5 - Welcome to the Academy

**Chapter 5**

**Last Issue**: _He took in a deep breath remembering everything that happened, and finally took off his shades revealing his white colored eyes. "Sign me up."_

**Welcome to the Academy**

**La Guardia Airport, New York City  
****5:00am**

Much of the airport was full to the breaking point as many were getting ready to visit family, go on business trips, and even to begin their family vacations. However, Tyson Martinez and his mother Anna were waiting patiently for Tyson's flight to Los Angeles, California for Tyson to begin his training as a member of the Avengers Academy.

"I wonder why Mr. Stark asked us to wait for a special call?" Anna asked her son, but saw he wasn't paying attention as his focus was on his hands.

"Tyson...Tyson!"

"Huh?" Tyson quickly snapped out of his trance, and looked at his mother.

"Honey are you okay? Ever since we left the Tower all you've done is looking at your hands, are you okay?" She asked worryingly making Tyson feel guilty.

"Sorry, It's just... I feel like these hands are tempting me to spill blood, and I keep wondering if the good I want to do will be enough to get them to stop." Tyson said as he looked at them again with anger.

"I know you Tyson, and I know these hands will lead you to many beautiful things in life that including my future daughter-in-law." Anna replied winking making Tyson blush as he put his hands away in his jacket pockets.

After half an hour passed, a flight attendant along with a red-haired woman wearing office wear came towards Tyson making him, and his mom look at them both.

"Tyson Martinez?"

"I am, and who might you be?"

"Pepper Potts, Mr. Stark's Personal Assistant. We have come to tell you that the plan taking you to Los Angeles is ready to leave, if you will follow me.." Tyson stood up grabbing his bags. He took one last look at his mother, and smiled as she stood up to giving him one big last hug.

"I'll call you when I can."

"Be safe Tyson, and know I am proud of you my son."

With those last words Tyson followed Pepper along with the flight attendant as they headed through the docking bays, and Tyson took one last look at his mother waving good-bye before he exited the building.

The three were now on the runway walking towards one of the hangar bay's until they reached a private jet with the Stark International logo on the jet, and it made Tyson look at it with confusion.

"Is something wrong Mr. Martinez?" Pepper asked looking at him.

"Um.. I know I'm off to LA, but I didn't think I was gonna be in my own private jet. Not that I'm complaining, but this isn't exactly in my budget." Tyson said scratching his head.

"Mr. Stark has taken the liberty of taking the charges himself, and wanted you to know that it was his way of saying sorry for any "unofficial business" the two of you had." Pepper air-quoted making Tyson chuckle as he grabbed his bags, and entered the jet.

Entering the jet Tyson was a bit blown away by all the expensive seats, a wet-bar, and even a "welcome to the Academy" card with a plate of fancy Hors d'oeuvre. Looking at all this Tyson felt like a bull inside a china shop, not wanting to mess anything up he just put his bag away and sat down without touching anything.

"Is everything to your liking Mr. Martinez? I hope you're not afraid of flying." A flight attendant asked entering, and Tyson saw that the attendant was very attractive making him blush as he looked out the window. "Um well it's certainty not what I expected, and in all honesty I'm more nervous of breaking anything in here than flying."

"I trust everything is in order?" Pepper asked as Tyson simply nodded.

"Well let's get this underway." The pilot said as he began to go down the runway, and after a bit they were up in the air on their way to California.

Tyson looked out the window surprised as how small everything seemed, but a hand on his shoulder made him snap back to reality. He turned to see the same attendant smiling with her lipstick blinding Tyson a bit, "Some water Mr. Martinez?" She asked pouring it into a glass cup, and handing it to him as she winked at him. "Let me know if there's anything else I can do for you." She said standing up to walk away from him, and all Tyson could focus on was the ass walking away from him.

"Ugh I am sorry about this, Mr. Stark always likes to play pranks on people." Pepper said as Tyson wolfed down the water like it was the last clean cup on Earth.

"Naw it's okay, just never had a girl act like that to me before. And honestly I'm just trying not to break anything important. I'm not used to being treated like a top dog or something, and really I'm not exactly into this fancy stuff." Tyson said leaning back in his seat wiping the water from his lips.

"I know, growing up in a small city like Ontario you really haven't experienced the good-life." Pepper said opening a hologram screen from her wrist.

"Mr. Stark does like having all his facts doesn't he?" Tyson replied sarcastically sitting up to look at Pepper.

**LAX Airport, California  
****9:00pm**

After what seemed like an eternity on that jet, Tyson along with Pepper walked towards customs to pass through. Tyson looked at the sky not able to see any of the stars, and knew that he was about to enter another world unlike any he's seen before. After about an hour passed after they went through customs, and Tyson saw a woman that had the appearance of a mixture of different cat species. Instinctively Tyson recognized the person as Greer Grant Nelson aka Tigra, but stayed silent to keep up appearance.

"Hello Ms. Potts, Tigra at your service, and I must assume this is the young man Pym talked about?" She asked as her tail was swinging back and forth.

"Yes, allow me to introduce Tyson Martinez." Pepper said moving away for Tyson to stand in front of Tigra.

"Pleasure to meet you Tyson."

"Likewise Tigra, I've heard some interesting things about you." Tyson said smiling as he shook her hand.

"Well in any event here is the file on his personal information, identification, and medical history for the last three years. I trust everything is in order?" Pepper asked as Tygra looked at the hologram.

"Yes everything is in order, I'll be taking Tyson personally to the Academy." Tigra said smiling as Pepper nodded and called for a cab.

"Well Tyson shall we get going?" She asked as Tyson grabbed his bags, and headed to the parking structure along with Tigra.

After a few minutes they finally found her car, a Jaguar XKR, making Tyson chuckle a bit as he put his bag in the back and sat down in the passenger's seat.

"Something funny?"

"You call yourself "Tigra". and yet you're driving a Jaguar. A little ironic is all." Tyson replied as Tigra turned on the car, and drove off.

While on the highway with no car around for miles all Tyson could do was look at the city lights shining around most of the area, but he continued looking up to the sky barley seeing even one star. "If I had to guess, first time in LA?" Tigra asked shifting gears.

"Yeah actually, and I gotta admit it's nothing like I expected. Still even being in a place like this I miss some of the stuff I used to do back home." Tyson said leaning his face on his hand sighing.

"Well give this place a chance, and who knows you might just find something more interesting to do." Tigra said smiling making Tyson blush, but didn't turn to see her.

"You know it's alright to take off your shades, your condition is nothing embarrassing or unnatural." Tygra said making Tyson turn to her with shock.

"Who told you?"

"Pym told me, I needed to know everything about why you were coming to this Academy, and whether you'd be a good influence with the other students." Tigra said shifting gears once again. Tyson crossed his arms looking back up at the sky, and after a few minutes he decided to give it a chance taking off his glasses, which gave Tyson something more.

"What the hell?"

"What is it?"

"It's crazy, but my eyes can see the stars clearly as if there was no interference by anything. Not only that, but I can name most categorized constellations, weather patterns, and even the amount of carbon-monoxide in our atmosphere." Tyson said seeing data being processed the same way he had his helmet on with his armor.

"Something tells me you're gonna make a good addition to the student body." Tigrasaid as she smiled looking at Tyson, and continued to drive.

**Avengers Compound  
11:00pm**

After three hours of driving Tyson and Tigra were now entering the front door of the building, but Tyson stopped after he felt a lot of eyes turn their attention towards him. "Something wrong?" Tigra asked opening the door.

"Sorry, just thought someone was watching me." Tyson said entering, and became amazed by how decorated the place was.

Suddenly Tigra's phone began ringing as she looked at it, "Oh boy looks like he's awake... Listen Tyson head to the conference room, and wait there till Giant-Man comes to speak with you. Here's your file." Tigra said quickly heading to the stairs before going down.

Tyson shrugged and went to the room like she asked.

It seemed like hours as Tyson was sitting trying with all his might not to fall asleep, but after the long flight here and the three-hour car drive he was just about ready to crash right on the hard table. The sound of the door opening was the only thing that woke up him up fully as he saw Dr. Pym in his lab-coat.

"Hello again Tyson, I trust the trip wasn't too boring for you?" He asked grabbing his files as Tyson sat up.

"Naw just tiring really, I was just about to crash if you hadn't shown up." Tyson replied rubbing his face.

"Well good to hear, and well everything seems to be in order here. All I can say is welcome to Avengers Academy." He said standing up as the two shook hands, and smiled.

"Alright well for right now I think the first step is getting some rest don't you think?" Pym asked making Tyson yawn, and nod at the same time.

The two walked together as they headed to the stairs, and towards the student rooms, along the way Tyson was looking at the rooms trying to find out what kind of students he would be working with. Eventually he was lead to an empty room with only sheets, blankets, and a pillow on the bed. Tyson was a bit surprised at his own personal shower, and how fancy this place was that it included his own personal computer and T.V.

"Well welcome home I guess is in order, here is your class schedule for the year, a training outfit is in your closet until we can find you something more appropriate, and if you need anything just give us a call on the home phone." Pym said as Tyson nodded shaking his hand one more time.

"Thank you for this chance Giant-Man."

"Don't mention it, have a good night. Breakfast is at 7:15am sharp."

With one last handshake Pym left leaving Tyson alone in his new room wanting to unpack, but instead decided to call it a night as he set his phone to wake him up at 6:30, and went to sleep wearing a muscle shirt and shorts. He smiled knowing that tomorrow he would officially begin his training to become an Avenger.

**Morning  
6:30am**

Many of the students were slowly waking up getting ready to begin their next day of training with the teachers, but one was still sleeping as his phone went off with the alarm being the song "Beggin" by Madcon waking Tyson up.

He rubbed his head until he was slowly realizing he wasn't back at home, but instead in an empty room with only his unpacked bags on the floor, and his dirty clothes from yesterday. "Well better get dressed."

After taking a nice warm bath, spiking his hair, and brushing his teeth he opened his closet to find only the training outfit Pym told him about last night. All it was a standard shirt with the Avengers symbol and sweats. He put them on, and added his Nike shoes to give him some comfort.

"Well it's show time." Tyson said looking at himself in the mirror, and putting on his shades to hide his eyes.

Walking down the stairs he found what looked like doors to the Cafeteria, but before opening the door he heard Pym speaking to the students already in there. "..Now I hope when he gets down here you will show him the same respect each one of you would want.." Tyson knew that Pym told him that he was the new kid on the block, and took in a deep breath before pushing the doors.

"Ah speak of the devil, everyone say hello to the newest student of the academy Tyson Martinez." Pym said as Tyson looked around the entire room seeing all these different people, but felt now as he took off his glasses showing his white eyes. A lot of people looked at Tyson with confusion, while others looked at him with interest.

"Nice to meet you all." Tyson said smiling.

"Alright then that's the announcement for today, eat up everyone training starts in half an hour." Pym said going back to his table as everyone went back to their food. Tyson felt his stomach growling as he went to the line waiting for his turn to grab some food.

He noticed there was only two people in front of him; A large red-metallic guy who had no skin on him wearing a black shirt, jean pants, and boots. While the other one was a girl with black hair wearing a black and white body suit with a mask that matches. He grabbed a tray waiting for his turn to arrive, and suddenly the red guy turned looking at Tyson.

"Hey brah, nice to meet ya the names Mettle." He said extending his hand for a shake.

"Tyson Martinez, likewise man." Tyson replied shaking his head.

"So how you liking the Academy so far bro?" Mettle asked getting the food he wanted.

"Don't know yet, just got here last night and it's my first morning here. Its good so far." Tyson said waiting on Mettle.

"If this is your first day, then I hope you will have some abilities worth being added to the main student body." The girl said taking her tray, and sitting down on one of the nearby tables.

"Girl with the mood swings is Fitness, don't take it personal she's like that with everyone." Mettle said making Tyson chuckle.

"It's cool really."

Tyson grabbed some waffles, eggs, juice, and a couple of hash browns then went to find an empty table to sit down. He felt suprised when Mettle came to sit with him.

"It's your first day so I figure you could use a friend."

"Thanks."

The two began eating their food normally with many of the other students talking about them, and after a while one of the students got up going to the table. She was wearing a yellow suit that covered her from head to toe including her head.

"Mind if I sit here?"

"Sure babe go ahead." Mettle said nudging Tyson who looked at her.

"Hi, I'm Tyson and you are..?"

"Call me Hazmat, everyone does. I'm guessing you met my boy-toy Mettle." She said opening the helmet only at the mouth to eat, and suddenly Tyson's eyes along with his veins turned red as the data detected hazardous material from her breath. "You okay bro?" Mettle asked seeing this.

"I'm picking up dangerous chemicals emanating from your breath, I can see why they would call you Hazmat." Tyson said as the color turned back to white.

"How the hell did you do that?" She asked looking at Tyson.

"I'm still figuring it out, but one of my abilities lets me analyze everything around me, which also includes detecting any foreign bacteria or virus. I guess when I'm close my body turns red as a sort of warning to stay away. It acts on its own and only gives me warnings." Tyson said.

"Guess that's another reason I don't like being around new guys, they might end up being dead because of me."

"It's not your fault." Tyson said making both Hazmat and Mettle look at him.

"Sure you're radioactive, but that doesn't mean you're a bad person because of it. I don't judge people especially considering my situation, and I know how it feels having something you want to get rid of. All I can tell you is that having that power may seem like a curse, but it doesn't have to control your life." Tyson said smiling as he went back to eating.

"Thanks... Sorry about what I said to you.." Hazmat said extending her hand for a shake.

Tyson smiled and shook her hand.

Mettle smiled as he saw his girlfriend opening up to someone other than him.

After a while the three started to talk like they hadn't seen each other in years giving Tyson some relief about his situation here, and after they finished their food they headed to the training room where the main student body was.

"Hey guy, meet Tyson Martinez our newest member of our team." Mettle said as the group turned to him.

"Nice to meet you, I'm Julie Power; but you can call me Lightspeed."

"Ava Ayala; White-Tiger nice to meet you."

"Fitness; Jennifer Takeda."

"Striker; You can address me as Mr. Brandon Sharpe." Tyson ignored him not bothering to reply.

"And I'm Humberto Lopez Class Leader; You can call me Reptil."

Tyson shook each of their hands except for Striker as suddenly the intercom came on, which made everyone stand at attention.

"Alright everyone good morning, and welcome to today's training. Now I know we have the newest rookie in our mix. Just letting you know rookie you ain't getting any slack just because you're power's are still locked away." Hawkeye said making Tyson growl.

Suddenly holograms appeared in front of them of past villains that the Avengers faced including Kang The Conqueror, Loki, Red Skull, Thanos, Super-Skrull, but the one that made Tyson's skin crawl was Ultron in his Phalanx Armor.

"Alright pick your targets and beat them down."

They all ran towards the villains as the training really began.


End file.
